NewAmsterdam Pharma Co N.V. 10-Q

Item 5. Other Information . Rule 10b5-1 Trading Arrangements Except as set forth below, during the three months ended September 30, 2025, none of our officers or directors adopted, amended or terminated a “Rule 10b5-1 trading arrangement,” as defined in Item 408(c) of Regulation S-K, each of which is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. • On September 23, 2025 , Louise Kooij , our Chief Accounting Officer , adopted a Rule 10b5-1 trading arrangement for the potential sale of up to 290,000 Ordinary Shares, subject to certain price thresholds and other conditions. The arrangement 's expiration date is June 30, 2026 . • On September 26, 2025, Michael Davidson , our Chief Executive Officer , terminated a Rule 10b5-1 trading arrangement that he initially adopted on March 10, 2025, and modified on June 30, 2025, and replaced it with a new Rule 10b5-1 trading arrangement adopted on September 29, 2025 providing for the potential sale of up to 750,000 Ordinary Shares, subject to certain price thresholds and other conditions. The arrangement' s expiration date is March 5, 2026 . • On September 29, 2025 , Douglas Kling , our Chief Operating Officer , adopted a Rule 10b5-1 trading arrangement for the potential sale of up to 594,573 Ordinary Shares, subject to certain price thresholds and other conditions. The arrangement 's expiration date is December 31, 2026 . • On September 30, 2025 , Ian Somaiya , our Chief Financial Officer , adopted a Rule 10b5-1 trading arrangement for the potential sale of up to 200,000 Ordinary Shares, subject to certain price thresholds and other conditions. The arrangement 's expiration date is February 20, 2026 . Except as set forth below, no officer or director adopted , amended or terminated a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(c) of Regulation S-K, during the three months ended September 30, 2025. • In September 2025, each holder of outstanding restricted stock units (including each of our officers) entered into a Sell-to-Cover Agreement that constitute a "non-Rule 10b5-1 trading arrangement," which provides for the pre-arranged sale of a portion of any Ordinary Shares deliverable to such holder in connection with the vesting and/or settlement of such holder's restricted stock units in order to satisfy any taxes required to be withheld in connection with such vesting and/or settlement event. The amount of Ordinary Shares to be sold to satisfy such tax withholding obligations under the Sell-to-Cover Agreements is dependent on the then-prevailing market price of the Ordinary Shares at the time of the vesting of the restricted stock units. Each Sell-to-Cover Agreement remains in effect until the date on which the holder’s tax withholding obligations arising from the last vesting or settlement event of the applicable restricted stock units have been satisfied, unless earlier terminated in certain limited circumstances. Director Resignation On November 2, 2025, Nicholas Downing notified our Board of Directors of his decision to resign from the Company’s Board of Directors and its committees, effective as of November 5, 2025. Mr. Downing’s resignation was not the result of any disagreement with us on any matter relating to our operations, policies, or practices. We and our Board of Directors wish to express our appreciation for Mr. Downing’s service and contributions during his tenure on the Board. 32 Ite m 6. Exhibits. Incorporated by Reference to Filings Indicated Exhibit No. Description of Document Form File No. Exhibit Filing Date Filed Herewith 3.1 English translation of the Deed of Conversion and Articles of Association of NewAmsterdam Pharma Company N.V. 20-F 001-41562 1.1 11/28/22 10.1 Supply Agreement, dated August 12, 2025, between A. Menarini International Licensing S.A. and NewAmsterdam Pharma B.V. † X 10.2 NewAmsterdam Pharma Company N.V. Inducement Plan X 10.3 Employment Agreement, dated July 11, 2025, between NewAmsterdam Pharma B.V. and Dr. John Kastelein. 10-Q 001-41562 10.2 08/06/2025 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 101.INS Inline XBRL Instance Document X 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents X 104 Cover Page Interactive Data File-the cover page interactive data is embedded within the Inline XBRL document or included within the Exhibit 101 attachments X † Portions of this exhibit (indicated by asterisks) have been omitted in compliance with Item 601 of Regulation S-K 33 SIG NATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NewAmsterdam Pharma Company N.V. Date: November 5, 2025 By: /s/ Michael Davidson Michael Davidson, M.D. Chief Executive Officer and Director (Principal Executive Officer) Date: November 5, 2025 By: /s/ Ian Somaiya Ian Somaiya Chief Financial Officer (Principal Financial Officer) 34